TOYA S.A. with its registered office in Wrocław (hereinafter referred to as the “Company”) announces that pursuant to Article 362 § 1 (5) and (8) of the Code of Commercial Companies and Resolution No. 37 of the Ordinary General Meeting of TOYA Spółka Akcyjna dated 26 June 2024 concerning the authorisation of the Company’s Management Board to acquire own shares and concerning the creation of a reserve capital for the acquisition of the Company’s own shares (hereinafter the “Resolution”), in pursuance of the “Invitation to submit offers for the sale of shares in TOYA S.A.” announced on 15 June 2026 (the “Invitation”), as announced in current report No. 11/2026, the Company acquired 8,754,000 of its own shares at a price of PLN 10.00 per share.
As part of the announced general buy-back of the Company’s shares referred to above, shareholders made offers to sell the Company’s shares in the total number of 10,622,858 shares.
The shares in question, with a total nominal value of PLN 875,400.00, represent approx. 11.67% of the share capital and carry 8,754,000 votes at the Company’s general meeting, which is approx. 11.67% of the total number of votes at the Company’s General Meeting.
The acquisition of the aforementioned shares took place outside the regulated market, through Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Biuro Maklerskie w Warszawie, following the settlement of the Invitation on 3 July 2026. In the share buy-back described above, the average reduction rate, in accordance with the terms set out in the Invitation, was 17.59%.
Prior to the settlement of the Invitation, the Company held 1,004,979 (in words: one million four thousand nine hundred and seventy-nine) of its own shares, which represent no more than approx. 1.34% of the Company’s share capital and entitle the holder to exercise no more than approx. 1.34% of the total number of votes at the Company’s General Meeting. Following the transaction, the Company holds 9,758,979 shares, which represent approx. 13.00% of the share capital and entitle the holder to 9,758,979 votes at the Company’s general meeting. No voting rights are exercised at the Company’s General Meetings from own shares held by the Company.
No voting rights are exercised at general meetings of the Company from own shares held by the Company. In accordance with § 2(9) of the Resolution, own shares acquired by the Company may be cancelled by a separate resolution of the general meeting.
The Company notified the Polish Financial Supervision Authority of the acquisition due to the fact that the thresholds referred to in Article 69(1) and (2) of the Act of 29 July 2005 on public offering and the conditions for introducing financial instruments into the organised trading system and on public companies (i.e. Journal of Laws of 2024, item 620, as amended) were exceeded. The full text of the notification submitted by the Company is enclosed to this report.
Detailed legal basis:
Basis: Article 70(1) of the Public Offering Act – acquisition or disposal of a significant block of shares.
Grzegorz Pinkosz
President of the Management Board